SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LABONE, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1039532
(State of Incorporation) (I.R.S. Employer Identification Number)
10101 Renner Boulevard
Lenexa, Kansas 66219
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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None None
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form
relates: _____________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
Item 1 of the Registration Statement is hereby amended by adding the
following paragraph at the end of Item 1 of the Registration Statement:
"LabOne, Inc. (the "Company") is a party to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of August 8, 2005, by and among Quest
Diagnostics Incorporated, a Delaware corporation ("Quest"), Fountain, Inc., a
Missouri corporation and wholly-owned subsidiary of Quest ("Merger Sub"), and
the Company. The Merger Agreement provides, among other things, for the merger
of Merger Sub with and into the Company (the "Merger") subject to shareholder
and regulatory approval and other terms and conditions. In contemplation of the
Merger, the Company and American Stock Transfer and Trust Company (the "Rights
Agent") entered into the Amendment No. 3 to the Rights Agreement (the
"Amendment"), dated as of August 8, 2005, amending the Rights Agreement, dated
as of February 11, 2000, as amended by Amendment No. 1 to the Rights Agreement,
dated as of August 31, 2001, and Amendment No. 2 to the Rights Agreement, dated
as of April 20, 2005 (the "Rights Agreement"), in order to provide that: (a)
none of Quest and its Affiliates and Associates shall be deemed to be an
Acquiring Person by virtue of the approval, execution, delivery or performance
of the Merger Agreement, or the consummation of any of the transactions
contemplated by the Merger Agreement, (b) no Section 11(a)(ii) Event, Section 13
Event, Distribution Date, Stock Acquisition Date or Triggering Event shall occur
by virtue of the approval, execution, delivery or performance of the Merger
Agreement, or the consummation of any of the transactions contemplated by the
Merger Agreement, and (c) the Agreement and the Rights established thereby will
terminate in all respects immediately prior to the Effective Time (as defined in
the Merger Agreement)."
A form of the Amendment is attached hereto as Exhibit 4.4 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.
Item 2. Exhibits.
4.1. Rights Agreement dated as of February 11, 2000, between LabOne,
Inc. and American Stock Transfer & Trust Company, which includes
as Exhibit A, the Certificate of Designations Preferences and
Rights of Series A Preferred Stock, as Exhibit B, the Form of
Rights Certificate, and as Exhibit C, the Summary of Rights to
Purchase Preferred Stock (incorporated by reference from Exhibit
4.1 to the Company's Current Report on Form 8-K filed February
14, 2000)
4.2 Amendment No. 1 to Rights Agreement, dated as of August 31, 2001,
between LabOne, Inc. and American Stock Transfer and Trust
Company, as Rights Agent (incorporated by reference from Exhibit
4.6 to the Company's Current Report on Form 8-K filed October 5,
2001).
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4.3 Amendment No. 2 to Rights Agreement, dated as of April 20,
2005, between LabOne, Inc. and American Stock Transfer and
Trust Company, as Rights Agent (incorporated by reference from
Exhibit 4.1 to the Company's Current Report on Form 8-K filed
April 25, 2005).
4.4 Amendment No. 3 to Rights Agreement, dated as of August 8,
2005, between LabOne, Inc. and American Stock Transfer and
Trust Company, as Rights Agent (incorporated by reference from
Exhibit 4.1 to the Company's Current Report on Form 8-K filed
August 8, 2005).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
LABONE, INC.
Dated: August 8, 2005 /s/ John W. McCarty
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John W. McCarty
Chief Financial Officer
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